CREATING A LEADING INTEGRATED TELECOMMUNICATIONS ...

CREATING A LEADING INTEGRATED TELECOMMUNICATIONS AND MEDIA

GROUP IN NEW ZEALAND

9 June 2016

IMPORTANT INFORMATION

Purpose:Purpose:Purpose:Purpose: The purpose of this presentation and the announcement materials released today is to provide a high level overview about the proposed merger of Sky Network Television Limited (“SKY”) and Vodafone New Zealand (“Vodafone NZ”) to form the Combined Group. This material is not and does not constitute an offer, invitation or recommendation to subscribe for, or purchase any shares. Neither this material, nor anything contained in it, will form the basis of any contract or commitment. Further information will be contained in the Notice of Meeting and Explanatory Memorandum, which is expected to be made available during the week beginning 13 June 2016.

Forecast and pro forma financial information: Forecast and pro forma financial information: Forecast and pro forma financial information: Forecast and pro forma financial information: The forecast and pro forma financial information in this presentation is based on draft information which is subject to final review. The Notice of Meeting and Explanatory Memorandum will contain the final version of the forecast and pro forma financial information. SKY and Vodafone NZ reserve the right to change all financial information before issuing the Notice of Meeting and Explanatory Memorandum.

Reliance: Reliance: Reliance: Reliance: Reliance should not be placed on the information or opinions contained in this material. This material does not take into consideration the investment objectives, financial situation or particular needs of any particular investor. Any decision to trade or vote shares should only be made after undertaking an assessment of the information contained in the Notice of Meeting and Explanatory Memorandum, which is expected to be made available during the week beginning 13 June 2016, and after taking appropriate financial advice.

Forward looking statements:Forward looking statements:Forward looking statements:Forward looking statements: This material contains forward looking statements which are not based solely on historical facts but are based on current expectations about future events and results. These forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements. The assumptions underlying, and risks and sensitivities of, the financial forecasts contained in this material will be further set out in the Notice of Meeting and Explanatory Memorandum, which is expected to be made available during the week beginning 13 June 2016. Some of the risks associated with the Combined Group and proposed transaction are summarised in the “Key Risks” section in this presentation, but investors should read the Notice of Meeting and Explanatory Memorandum when it is made available for further information and context.

Estimates, forecasts and targets:Estimates, forecasts and targets:Estimates, forecasts and targets:Estimates, forecasts and targets: Unless otherwise indicated, all references to estimates, targets and forecasts and derivations of the same in this material are references to estimates, targets and forecasts by SKY and Vodafone NZ (as applicable). Management estimates, targets and forecasts are based on views held only at the date of this material, and actual events and results may be materially different from them. Neither SKY nor Vodafone NZ undertake to revise the material to reflect any future events or circumstances.

Representations and warranties:Representations and warranties:Representations and warranties:Representations and warranties: No representations or warranties, express or implied, are made as to the fairness, accuracy or correctness of the information, opinions and conclusions contained in this material. To the extent permitted by law, SKY and Vodafone NZ and their affiliates and related bodies corporate, and their respective officers, directors, employees, agents and advisors disclaim any liability (including, without limitation, any liability arising from fault or negligence) for any loss or damage arising from any use of this material or its contents, including any error or omission therefrom, or otherwise arising in connection with it, or as to the accuracy of the likelihood of fulfilment of any forward looking statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. Accordingly, you are cautioned about placing undue reliance on forward looking or other statements contained in this material or otherwise in connection with it.

Jurisdictions:Jurisdictions:Jurisdictions:Jurisdictions: This material may not be unlawfully published in some jurisdictions or may only be provided to certain persons and you must notview this material if to do so would be unlawful in your jurisdiction or may otherwise place SKY or Vodafone NZ under obligations which it has not complied with.

Currency:Currency:Currency:Currency: All figures are expressed in New Zealand dollars unless otherwise stated. Where required the cross-rate assumed for conversion of British pounds to New Zealand dollars is 2.11.

1

PRESENTERS

2

Peter Macourt

John Fellet

Russell Stanners

SKY Chairman

SKY Chief Executive Officer and Director

Vodafone NZ Chief Executive Officer

Presenter Position

Jason Hollingworth SKY Chief Financial Officer

TRANSACTION OVERVIEW

Proposed transaction• Merger of SKY and Vodafone NZ

• Implemented as a SKY acquisition of Vodafone NZ for a combination of shares and cash

Consideration

• SKY to acquire Vodafone NZ for an Enterprise Value (“EV”) of $3,437m (cash and debt free)

– Issue of new SKY shares giving Vodafone a 51% interest in the Combined Group(1)(2)

– Cash payment of $1,250m

– Implies a Vodafone NZ EV / FY2017E EBITDA ratio of 7.1x and EV / FY2017E EBITDA less capex of 12.5x (prior to synergies)(3)

• New SKY shares issued at $5.40 per share, representing a 21% premium to last close of $4.47 and a 27% premium to 1 month VWAP of $4.25(4) as at 7 June 2016

– Implies a SKY EV / FY2017E EBITDA ratio of 8.0x and EV / FY2017E EBITDA less capex of 12.3x(5)

Board support

• The SKY Board and management have conducted a review of SKY's strategic options to deliver long term value creation for shareholders

• A merger with Vodafone NZ is the culmination of this process and the SKY Board fully supports the proposed transaction and unanimously recommends that SKY shareholders vote in favour of the resolutions to implement the merger

• Independent adviser concluded that “Sky TV shareholders will clearly be better off if the Proposed Transaction proceeds than if Sky TV continues as a standalone entity” and that “the price and terms of the Share Issue are fair”(6)

(1) Based on 794.2m SKY shares on issue at completion; (2) Shares will be issued to Vodafone Europe B.V. (referred to as “Vodafone“), a subsidiary of Vodafone Group Plc; (3) Based on Vodafone NZ Enterprise Value of $3,437m (i.e. acquisition price), FY2017E Underlying forecast EBITDA of $481m and FY2017E forecast capital expenditure of $206m; (4) 1 month VWAP calculated over the period from 8 May 2016 to 7 June 2016 on the NZX; (5) Based on SKY Enterprise Value of $2.431m (i.e. based on the issue price of SKY shares to Vodafone at $5.40 multiplied by 389.1m SKY shares on issue prior to shares issued to Vodafone, plus $330m net debt target for SKY under the terms of the Sale and Purchase Agreement), FY2017E underlying forecast EBITDA of $305m and FY2017E underlying forecast capital expenditure of $108m; (6) Note that these are only some of the conclusions reached by Grant Samuel and it is recommended that you read the summary report to be attached as Appendix One of the Notice of Meeting and Explanatory Memorandum, which is expected to be made available during the week beginning 13 June 2016

3

Exclusive rights to key sports in NZ

SKY IS THE #1 SUBSCRIPTION TV OPERATOR IN NEW ZEALAND

• The leading subscription TV operator in New Zealand with more than 830,000 subscribers(1) serving almost half of all New Zealand households(2)

• #1 linear TV operator in New Zealand with a complementary OTT Subscription Video on Demand (SVOD) platform

• Exclusive sports rights including rugby, domestic cricket, netball, Rio Olympics and the next 2 FIFA World Cups

Snapshot

(1) As at 30 June 2016 based on a forecasted number(2) Based on an estimate as at 31 May 2016 (3) The forecast and pro-forma financial information in this presentation is based on draft information which is subject to final review. The Notice of Meeting and Explanatory Memorandum will

contain the final version of the forecast and pro-forma financial information. SKY and Vodafone NZ reserves the right to change all financial information before issuing the Notice of Meeting and Explanatory Memorandum. Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements.

Financial highlights(3)

(refer to appendix for further information)

$m, year$m, year$m, year$m, year----endingendingendingending 30 June30 June30 June30 June FY2016EFY2016EFY2016EFY2016E FY2017EFY2017EFY2017EFY2017E

Revenue 927 920

Underlying EBITDA 336 305

Underlying Operating Free Cash Flow 237 201

Subscribers, including NEON,

FAN PASS and IGLOO (‘000) 833 845

ARPU ($ / month) 78.7 78.6

Revenue by type – FY2017All major studios and brands, with significant exclusive content

4

90%

8% 3%

Subscription Advertising Other

Best content offering

SANZAR NZ

CRICKET

FIFA NRL

HYUNDAI

A-LEAGUERIO 2016

F1NETBALL

HBO DISNEYSHOWTIME

WARNER

BROS

VILLAGE

ROADSHOWUNIVERSAL

21 CENTURY FOX

PARAMOUNTMGMSONY

BBC

VODAFONE NEW ZEALAND IS A LEADING FULL SERVICE TELECOMMUNICATIONS BUSINESS

• #1 player in mobile with over 2.35m connections (data, voice and messaging)(1)

• Clear #2 player in fixed line with more than 500,000 connections (broadband and home phone)(1)

• SKY packages available via wholesale relationship

• Leading mobile 4G coverage with a nationwide fibrebackbone and extensive fixed access network

• Wholly-owned subsidiary of Vodafone Group Plc(2)

Snapshot

Best distribution network Revenue by type – FY2017E

98% population coverage

>90% population coverage

Own cable network passing c.200k homes

High speed fibre backbone

TV over fibre, cable and satellite

5

(1) As at 31 March 2016. Market position based on connection numbers as at 31 December 2015 and information in the New Zealand Commerce Commission Annual Telecommunications Report 2015 (published 26 May 2016); (2) Owned via Vodafone Europe B.V.; (3) Vodafone figures recalendarised to June year end to align to SKY's fiscal year end. The forecast and pro-forma financial information in this presentation is based on draft information which is subject to final review. The Notice of Meeting and Explanatory Memorandum will contain the final version of the forecast and pro-forma financial information. SKY and Vodafone NZ reserves the right to change all financial information before issuing the Notice of Meeting and Explanatory Memorandum. Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements

55% 38%

7%

Consumer Enterprise

Wholesale

60%

40%

Mobile Fixed

Financial highlights(3)

(refer to appendix for further information)

$m, year$m, year$m, year$m, year----endingendingendingending 30 June30 June30 June30 June FY2016EFY2016EFY2016EFY2016E FY2017EFY2017EFY2017EFY2017E

Revenue 1,999 2,024

Underlying EBITDA 453 481

Underlying Operating Free Cash Flow 189 266

Mobile connections (‘000) 2,352 2,385

Fixed-line connections (‘000) 509 523

Mobile ARPU ($ / month) 29.2 28.6

CREATING A LEADING INTEGRATED PLAYER CAPABLE OF DELIVERING THE BEST CONTENT ACROSS ALL PLATFORMS AND DEVICES

Content Distribution

The best premium contentThe best premium contentThe best premium contentThe best premium contentCompleteCompleteCompleteComplete, at scale mobile, , at scale mobile, , at scale mobile, , at scale mobile, fixed and fixed and fixed and fixed and TV distribution TV distribution TV distribution TV distribution

platformplatformplatformplatform

More than 3.7 More than 3.7 More than 3.7 More than 3.7 million aggregate million aggregate million aggregate million aggregate mobile connections, fixed mobile connections, fixed mobile connections, fixed mobile connections, fixed connections and television connections and television connections and television connections and television

subscriberssubscriberssubscriberssubscribers

Customers

>1m>1m>1m>1m Households served

#1#1#1#1 Mobile connections

#1#1#1#1 TV subscribers

#2#2#2#2 Fixed connections

6

SANZARNZ CRICKET

FIFA NRL

A-LEAGUERIO 2016

F1NETBALL

HBO SHOWTIME DISNEY

WARNER BROS

UNIVERSALVILLAGE

ROADSHOW

21CF MGM

PARAMOUNTSONY

BBC

98%98%98%98% Mobile network population coverage

>90%>90%>90%>90% Mobile 4G population coverage

100%100%100%100% Addressable fixed connections coverage (copper/fibre/HFC)

100100100100%%%% TV coverage with satellite and terrestrial

SIGNIFICANT POTENTIAL FOR PACKAGING PRODUCTS

0%

20%

40%

60%

Singapore

France

Netherlands

UK

US

New Zealand

Australia

Spain

New Zealand triple New Zealand triple New Zealand triple New Zealand triple play underpenetrated play underpenetrated play underpenetrated play underpenetrated relative to other relative to other relative to other relative to other marketsmarketsmarketsmarkets(1(1(1(1)(2))(2))(2))(2)

7

Source: Ovum 2015. Company websites(1) Penetration as at May 2014 calculated as percentage of NZ households connected to a triple-play broadband package. Triple-play broadband package consists of fixed-line broadband,

fixed-line voice and pay television services, where the package must be sold as a single offering(2) Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward

looking statements

DRIVING DIGITAL PRODUCT INNOVATION, IMPROVING THE CUSTOMER EXPERIENCE

Fibre delivered TV(1) Connected homes(1) Mobile delivered video(1)

• New Zealand is one of the fastest growing fibre markets in the OECD

• Ability to utilise new technologies for seamless viewing experience

• Ability to deliver world class connectivity and service

• Ability to develop new entertainment propositions

• Vodafone has the largest mobile base in New Zealand, with over 2.35m mobile connections(2)

• Personalised video experience, anywhere, anytime

8

(1) Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements

(2) As at 31 March 2016

Additional synergy opportunities via monetisation of entertainment content on mobile devicesAdditional synergy opportunities via monetisation of entertainment content on mobile devicesAdditional synergy opportunities via monetisation of entertainment content on mobile devicesAdditional synergy opportunities via monetisation of entertainment content on mobile devices

COMBINATION OF CONTENT AND PLATFORM PROVIDES SIGNIFICANT REVENUE SYNERGIES

9

Cross-marketing of services between Vodafone NZ and SKY

Drive increased penetration of subscription television

Make content available as widely as possible and across more delivery platforms

Develop new products that have greater appeal to customers

(1) The NPV figures represent the net present value of the post-tax cash flows from future benefits expected to be captured after deducting any costs associated with achieving those benefits and assume that such benefits will continue to be delivered on an ongoing basis. Calculated assuming post-tax weighted average cost of capital of 8.00%, tax rate of 28% and terminal value based on a terminal growth rate of 1.0%. Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements

(2) Equivalent to $0.55 per share. Note that this amount per share solely represents the estimated aggregate post-tax NPV amount of the synergies divided by 794.2m shares (being the expected number of shares on issue following completion). This amount does not equate to, and should not be read or taken as, an indication of any additional or increased share value or an indication of any likely movement or appreciation of the price or value of the shares

~$~$~$~$435m NPV435m NPV435m NPV435m NPV(1)((1)((1)((1)(2)2)2)2)

SIGNIFICANT COST AND CAPITAL EXPENDITURE SYNERGIES

10

Rationalisation of overlapping functions

Utilisation of Vodafone NZ’s technical and network capabilities

Sales and marketing efficiencies

Reduce satellite capacity over the medium to long-term with the shift to fibre

Access feature rich and lower cost set top boxes

(1) The NPV figures represent the net present value of the post-tax cash flows from future benefits expected to be captured after deducting any costs associated with achieving those benefits and assume that such benefits will continue to be delivered on an ongoing basis. Calculated assuming post-tax weighted average cost of capital of 8.00%, tax rate of 28% and terminal value based on a terminal growth rate of 1.0%. Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements


~$~$~$~$415m NPV415m NPV415m NPV415m NPV(1)(2)(1)(2)(1)(2)(1)(2)

LEVERAGING VODAFONE GROUP’S GLOBAL CAPABILITIES

Multi-market expertise

Fixed and TVFixed and TVFixed and TVFixed and TV

MobileMobileMobileMobile

>460m customers>460m customers>460m customers>460m customers

>13.4m fixed customers>13.4m fixed customers>13.4m fixed customers>13.4m fixed customers

>9.5m TV customers>9.5m TV customers>9.5m TV customers>9.5m TV customers

Vodafone Group sourced handset

Global connectivity

11

~$18.2bn ~$18.2bn ~$18.2bn ~$18.2bn capex last yearcapex last yearcapex last yearcapex last year(1)(1)(1)(1)

Purchasing power

Roll out of new, transformational TV platform (including in NZ)

(1) Total capex for Vodafone Group as per Annual Report 2016. Capex defined as aggregate of property, plant and equipment additions and capitalised software costs

SmartphoneSmartphoneSmartphoneSmartphone ModemModemModemModem STBSTBSTBSTB

Mobile networkMobile networkMobile networkMobile network Fixed networkFixed networkFixed networkFixed network

Fixed / Mobile / TV integration experience

VODAFONE HAS A PROVEN TRACK RECORD OF CREATING VALUE IN PUBLICLY LISTED COMPANIES

Vodafone ownership: 65%

IPO date: 18-May-2009

+180%+180%+180%+180%

40

60

80

100

120

140

160

180

May-09 Sep-11 Jan-14 May-16

ZAR

++++252%252%252%252% Total value creation since IPOTotal value creation since IPOTotal value creation since IPOTotal value creation since IPO(1)(1)(1)(1)

Vodafone ownership: 40%

IPO date: 09-Jun-2008

+160% +160% +160% +160% Total Total Total Total value creation since value creation since value creation since value creation since IPOIPOIPOIPO(1)(1)(1)(1)

+131%+131%+131%+131%

0

2

4

6

8

10

12

14

16

18

20

Jun-08 Feb-11 Oct-13 May-16

KES

12Source: Company filings, Bloomberg, Factset(1) Value creation represents share price appreciation and dividends paid since IPO date in local currency. +119% for Vodacom and +66% for Safaricom converted to US dollar at relevant dates

8.0x

7.1x7.5x

12.3x 12.5x 12.3x

TRANSACTION VALUATION

• Vodafone NZ acquired for $3,437m Enterprise Value (cash and debt free)

• Issue of new SKY shares to Vodafone corresponding to a 51% shareholding in the Combined Group and a cash payment by SKY of $1,250m

EBITDA FY2017EEBITDA FY2017EEBITDA FY2017EEBITDA FY2017E EBITDA EBITDA EBITDA EBITDA –––– CapexCapexCapexCapex FY2017EFY2017EFY2017EFY2017E

Spark Spark

13

(1) SKY and Vodafone NZ multiples based on transaction values. Spark multiple based on share price as of 7 June 2016 and reported net debt as at 31 December 2015 adjusted for dividend paid during April 2016

(2) Based on NZX Main Board data as of 7 June 2016(3) 1 month VWAP calculated over the period from 8 May 2016 to 7 June 2016 on the NZX

Relative valuation metrics(1)

Fair valuation for SKY and Vodafone NZ New SKY shared issued at $5.40 per share,

representing a 21% premium to last close of $4.47(2)

and a 27% premium to 1 month VWAP of $4.25(2)(3)

$4.47$4.25

Spot price 1 mth VWAP

Issue price: $5.40Issue price: $5.40Issue price: $5.40Issue price: $5.40

+21% +27%

Shares issued at a premium(2)(3)

• Cost, capital expenditure and revenue synergies have potential to provide ~$850m of NPV benefits(4)

SIGNIFICANT POTENTIAL VALUE CREATION FOR SKY SHAREHOLDERS

34.7 cents37.5 cents

FY 2017E SKY standalone FY2017E Combined Group

+8%

Combined GroupSKY

~$415m

~$435m ~$850m

Cost / capital

expenditure synergies

(net)

Revenue synergies Total potential

synergies

Free cash flow accretive(1)(2) Realisation of synergies(2)(3)

Underlying Free Cash Flow per share (prior to synergies) Estimated NPV of synergies

14

• Transaction accretive to Underlying Free Cash Flow per share on a pro-forma FY2017E basis (prior to synergies)

(1) The forecast and pro-forma financial information in this presentation is based on draft information which is subject to final review. The Notice of Meeting and Explanatory Memorandum will contain the final version of the forecast and pro-forma financial information. SKY and Vodafone NZ reserves the right to change all financial information before issuing the Notice of Meeting and Explanatory Memorandum

(2) Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements.

(3) The NPV figures represent the net present value of the post-tax cash flows from future benefits expected to be captured after deducting any costs associated with achieving those benefits and assume that such benefits will continue to be delivered on an ongoing basis. Calculated assuming post-tax weighted average cost of capital of 8.00%, tax rate of 28% and terminal value based on a terminal growth rate of 1.0%


FUNDING IMPACT AND DIVIDEND POLICY

$m$m$m$mStandaloneStandaloneStandaloneStandalone

(as at 30 June 2016)(as at 30 June 2016)(as at 30 June 2016)(as at 30 June 2016)CombinedCombinedCombinedCombined Group Group Group Group (as at 1 July 2016)(as at 1 July 2016)(as at 1 July 2016)(as at 1 July 2016)

Net DebtNet DebtNet DebtNet Debt 325 1,575

EBITDAEBITDAEBITDAEBITDA(2)(2)(2)(2) 336 789

Net Debt / EBITDANet Debt / EBITDANet Debt / EBITDANet Debt / EBITDA(2)(2)(2)(2) 1.0x 2.0x

• Payout ratio policy of 85-100 % of Free Cash Flow

• Dividend payout subject to:

– Underlying performance

– Current and future capital needs

– Maintenance of appropriate and efficient balance sheet

• Dividends expected to be fully imputed

• Assuming an illustrative 1 July 2016 completion date, 85-100% payout implies a dividend of between 31.9 cents and 37.5 cents per share for the FY2017E period (based on pro-forma Free Cash Flow per share of 37.5 cents for FY2017E)

Funding impact Dividend policy(3)

• Pro-forma FY2016E Net Debt / Underlying EBITDA of 2.0x

• Debt facilities of up to $1.8bn provided by a subsidiary of Vodafone Group on attractive market terms

• SKY has right to refinance from alternative source

15

Pro-forma leverage(1)

(1) The forecast and pro-forma financial information in this presentation is based on draft information which is subject to final review. The Notice of Meeting and Explanatory Memorandum will contain the final version of the forecast and pro-forma financial information. SKY and Vodafone NZ reserves the right to change all financial information before issuing the Notice of Meeting and Explanatory Memorandum. Forward looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements.

(2) FY2016E Underlying EBITDA (3) Further information will be contained in the Notice of Meeting and Explanatory Memorandum, which is expected to be made available during the week beginning 13 June 2016

GOVERNANCE AND MANAGEMENT

Combined Group Board

• 5 directors from SKY to remain on the board

– Peter Macourt to remain as Independent Chairman

– 3 other independent directors

– John Fellet (current CEO of SKY)

• 4 directors from Vodafone to join the SKY Board

– Serpil Timuray (Regional CEO Africa, Middle East and Asia-Pacific)

– John Otty (Regional CFO Africa, Middle East and Asia-Pacific)

– Phil Patel (Regional Commercial Director, Africa, Middle East and Asia-Pacific)

– Russell Stanners (current CEO of Vodafone NZ)

Combined Group management

• Russell Stanners to be appointed CEO of the Combined Group

• John Fellet to be appointed CEO of Media and Content, reporting to Russell Stanners

• Remainder of management team to be drawn from existing SKY and Vodafone NZ teams

Vodafone shareholding and escrow

• Certain restrictions on Vodafone increasing interest to above 51%

• Vodafone shares escrowed (subject to lock-up restriction) until Combined Group results released for FY2017

16

TRANSACTION PROCESS

9 June 2016 • Announcement of proposed transaction

Week beginning 13 June 2016 • Notice of Meeting and Explanatory Memorandum expected to be made available

Early July 2016 • SKY special meeting of shareholders

September 2016• SKY entitled to pay a final dividend of up to 15 cents, subject to Board’s assessment of underlying performance, current and future capital needs and the maintenance of an appropriate and efficient balance sheet (Vodafone is not entitled to this dividend)

Around the end of 2016

• Anticipated receipt of regulatory approvals and clearances

• Anticipated completion of proposed transaction

• SKY entitled to pay a dividend to SKY shareholders prior to completion (2.5 cents for each calendar month between 1 October 2016 and completion), subject to Board’s assessment of underlying performance, current and future capital needs and the maintenance of an appropriate and efficient balance sheet (Vodafone is not entitled to this dividend)

31 March 2017

• Combined Group able to pay a dividend such that aggregate dividend paid within the six month period ending 31 March 2017 will be up to 15 cents, subject to Board’s assessment of underlying performance, current and future capital needs and the maintenance of an appropriate and efficient balance sheet (Vodafone is entitled to this dividend)

17

• Unanimous recommendation from the Board of SKY

• Independent adviser concluded that “Sky TV shareholders will clearly be better off if the Proposed Transaction proceeds than if Sky TV continues as a standalone entity” and that “the price and terms of the Share Issue are fair”(1)

Note: Timetable is indicative only and subject to change(1) Note that these are only some of the conclusions reached by Grant Samuel and it is recommended that you read the summary report to be attached as Appendix One of the Notice of Meeting

and Explanatory Memorandum, which is expected to be made available during the week beginning 13 June 2016

APPENDIX

GROWING MOBILE DATA CONSUMPTION PARTLY DRIVEN BY VIDEO

75%71%

68%59%

57%

52%

25%29%

32%

41%

43%

48%

282

617

1,130

1,967

3,160

5,327

2010 2011 2012 2013 2014 2015

…driven by digital video consumption

Global mobile data traffic by application, Total petabytes / month, % of total traffic (2)

Growing mobile data consumption…

New Zealand mobile data usage, MB per month per connection(1)

18

OTT

video

Other

(1) Source: NZ Commerce Commission Annual Telecommunications Report (2015)(2) Source: Ericsson Mobility Report 2015: Other applications inclusive of audio, encrypted, file sharing, software download and update, social networking and web browsing

0

50

100

150

200

250

300

350

400

450

2010 2011 2012 2013 2014 2015

Consideration

• 405m(1) new SKY shares at $5.40 per share to Vodafone, giving Vodafone 51% ownership of Combined Group

• $1,250m cash payable by SKY at completion

• Cash payment subject to certain adjustments

• Vodafone NZ acquired cash and debt free

Funding • Debt facilities of up to $1.8bn, available through Vodafone Overseas Finance Limited

• Right to refinance from alternative source

Conditions

• SKY shareholder approval (requires 75% of votes)

• Regulatory approvals and clearances (OIO consent and NZ Commerce Commission clearance)

• Conditions precedent to new debt from Vodafone Overseas Finance Limited being satisfied

• No material adverse change or prescribed breach event occurring in respect of either SKY or Vodafone NZ

Near-term dividends

Subject to Board’s assessment of current and future capital needs and the maintenance of an appropriate and efficient balance sheet:

• SKY entitled to pay dividend of up to 15 cents during September 2016

• If completion occurs before 31 March 2017, SKY entitled to pay dividends of 2.5 cents for each calendar month between 1 October 2016 and completion

• Post completion, SKY also able to pay a dividend such that the aggregate dividend paid within the six month period ending 31 March 2017 will be up to 15 cents

• Vodafone will only be entitled to dividends paid post completion

Vodafone Services Agreement

• SKY has, with independent advice and in conjunction with Vodafone NZ, agreed terms of services agreements to support the ongoing operation of Vodafone NZ

KEY TERMS OF PROPOSED TRANSACTION

Proposed transaction to be implemented through a Sale and Purchase Agreement, as Proposed transaction to be implemented through a Sale and Purchase Agreement, as Proposed transaction to be implemented through a Sale and Purchase Agreement, as Proposed transaction to be implemented through a Sale and Purchase Agreement, as summarisedsummarisedsummarisedsummarised below:below:below:below:

19 (1) Assuming the number of SKY shares on issue immediately prior to completion is the same as today

COMPENDIUM OF FINANCIAL AND OPERATING MEASURES

20

Vodafone NZ GroupVodafone NZ GroupVodafone NZ GroupVodafone NZ Group SKY GroupSKY GroupSKY GroupSKY Group Adjustments and eliminationsAdjustments and eliminationsAdjustments and eliminationsAdjustments and eliminations Combined GroupCombined GroupCombined GroupCombined Group

In NZD millionIn NZD millionIn NZD millionIn NZD million

Pro forma historical30 June2015

("FY2015A")

Pro forma prospective30 June 2016

("FY2016E")

PFI30 June 2017

("FY2017E")

Historical30 June 2015

("FY2015A")


("FY2016E)

PFI30 June 2017

("FY2017E")

Pro forma historical30 June 2015

("FY2015A")


("FY2016E)

PFI30 June 2017

("FY2017E")

Pro forma historical30 June 2015

("FY2015A")


("FY2016E)

PFI30 June 2017

("FY2017E") Total Revenue 1,960 1,999 2,024 928 927 920 (20) (22) (30) 2,868 2,903 2,914 Total operating expenses 1,497 1,545 1,543 548 591 615 (20) (22) (30) 2,025 2,114 2,128 Underlying Underlying Underlying Underlying EBITDAEBITDAEBITDAEBITDA (1)(1)(1)(1) 463 453 481 380 336 305 - - - 843 789 786 One-off items included in operating expenses 18 - 2 - 11 9 - - 2 18 11 13 EBITDAEBITDAEBITDAEBITDA (1)(1)(1)(1) 445 453 479 380 325 296 - - (2) 825 779 774 Depreciation and amortisation(2) 370 319 298 109 100 101 - - - 479 418 399 Amortisation of acquired intangibles(4) 19 16 13 - - - - - 84 19 16 97 Impairment - - - 11 - - - - - 11 - -EBITEBITEBITEBIT(1)(1)(1)(1) 56 119 169 261 226 195 - - (86) 317 345 278 Finance costs, net(5) 18 54 71 Profit before taxProfit before taxProfit before taxProfit before tax 177 (140) 207 Income tax expense(6) 52 (39) 62 Profit for the yearProfit for the yearProfit for the yearProfit for the year 125 (100) 145 Net Interest Bearing Debt(1) 325 295 1,250 1,250 1,575 1,544 Net Interest Bearing Debt / Underlying EBITDA(1) 1.0x 1.0x 2.0x 2.0x Underlying EBITDA(1) 463 453 481 380 336 305 - - - 843 789 786 Working capital and other(8) (19) 27 9 10 (6) (4) - - - (9) 21 5 UnderlyingUnderlyingUnderlyingUnderlying CCCCash Generated From Operationsash Generated From Operationsash Generated From Operationsash Generated From Operations(1)(1)(1)(1) 483 427 472 370 342 309 - - - 852 769 782 Underlying Capital Expenditure(1)(2) 316 238 206 116 105 108 - - - 431 343 314 Underlying Operating Free Cash FlowUnderlying Operating Free Cash FlowUnderlying Operating Free Cash FlowUnderlying Operating Free Cash Flow (1)(1)(1)(1) 167 189 266 254 237 201 - - - 421 426 467 Interest paid 18 72 Income tax paid 48 97 Underlying Free Cash FlowUnderlying Free Cash FlowUnderlying Free Cash FlowUnderlying Free Cash Flow (1)(1)(1)(1) 135 298 One-off items included in operating expenses 9 13 Adjustment to capital expenditure (21) (21)Integration capital expenditure - 38 Free Cash FlowFree Cash FlowFree Cash FlowFree Cash Flow (1)(1)(1)(1) 147 269 Shares on issue (millions) 389 389 389 405 794 Underlying Free Cash Flow per share (cents) 34.7 37.5 Underlying Earnings Per Share (cents) 33.8 28.2 % Underlying EBITDA margin 24% 23% 24% 41% 36% 33% 29% 27% 27% % Underlying Capital Expenditure / revenue 16% 12% 10% 12% 11% 12% 15% 12% 11% % Underlying Operating Free Cash Flow / revenue 9% 9% 13% 27% 26% 22% 15% 15% 16% Mobile customers (‘000’s) 2,346 2,352 2,385 2,346 2,352 2,385 Fixed line customers (‘000’s) 507 509 523 507 509 523 Media and Entertainment subscribers (‘000’s) 852 833 845 852 833 845 Pre-pay mobile ARPU ($ / month) 12.9 12.6 12.8 12.9 12.6 12.8 Post-pay mobile ARPU ($ / month) 60.5 55.4 51.4 60.5 55.4 51.4 Media and Entertainment ARPU ($ / month) 79.5 78.7 78.6 79.5 78.7 78.6

Profit & loss

Debt

Cash flows

Key metrics

(1) Non-GAAP financial measures(2) Excluding amortisation of acquired intangibles and impairments(3) Excluding integration capital expenditure(4) Acquisition adjustments and amortisation of Telecommunications acquired customer base(5) Finance costs, net estimate for SKY Group in FY2016E not disclosed in the EM

Note: The prospective and pro forma financial information in this presentation is based on draft information which is subject to final review. The Notice of Meeting and Explanatory Memorandum will contain the final version of the prospective and pro forma financial information. SKY and Vodafone NZ reserves the right to change all financial information before issuing the Notice of Meeting and Explanatory Memorandum. Forward

looking statements are subject to inherent risks and uncertainties. Actual events or results may differ materially from the expectations expressed or implied in such forward looking statements.

(6) Income tax expense calculated at 28% of Profit before tax for SKY Group in FY2016E (not disclosed in the EM)

(7) Adjustments relate to the one-off operating expenses and non-cash amortisation of acquired intangibles, which is tax effected at 28%

(8) For Vodafone NZ Group, calculated as difference between Combined Group and SKY Group. For SKY Group, calculated as the difference between Underlying Cash Generated From Operations and Underlying EBITDA

Deal Deal Deal Deal metrics / mechanics:metrics / mechanics:metrics / mechanics:metrics / mechanics:• Transaction assumed to occur on 1 July 2016. Whilst the actual completion date may be later than this, the 1 July 2016 date was selected so as to

present a full 12 month PFI period• Acquisition value of Vodafone NZ of $3,437m, satisfied with cash consideration of $1,250m and shares issued to Vodafone Group of $2,187m (shares

issued at $5.40 per share)• Treated as a reverse acquisition for accounting purposes (Vodafone NZ acquiring SkyTV) as Vodafone Group will acquire a controlling interest in SkyTV

as a consequence of the Proposed Transaction• As a result, the fair value on acquisition of SkyTV will result in value attributed to SkyTV’s brands ($67m) and customer relationships ($354m), a related

deferred tax liability ($118m), and the remainder of the intangible value being attributed to goodwill ($1,872m). These values are preliminary only, and will be assessed formally following Completion

• Vodafone NZ’s forecasts have been normalised to present 30 June financial years consistent with SkyTV’s financial year (as Vodafone NZ’s underlying financial year is 31 March) and to restate the Vodafone Group charges for the new Vodafone Services Agreements that have been agreed

FY2017EForecast FY2017EForecast FY2017EForecast FY2017EForecast Assumptions:Assumptions:Assumptions:Assumptions:

The Combined Group will consist of two segments – ‘Media and Entertainment’ and ‘Telecommunications’.

Media and Entertainment (SkyTV)

• Revenue:− Total subscriber numbers growing from 832.5k at 30 June 2016 to 845.1k at 30 June 2017− ARPU assumed to be flat ($78.6 at 30 June 2017 vs $78.7 at 30 June 2016)− Residential satellite subscriber revenue declining from $752m in FY2016Eto $735m in FY2017− Continued growth in other subscription customers and revenue through products such as NEON and FAN PASS

• Costs:− Total operating costs are forecast to increase by 3.8% in FY2017E(from $601m to $624m), following a 9.8% increase in FY2016− Most of this increase relates to programming cost investments on content such as the Summer Olympics and the new SANZAAR contract,

together with the associated operating expenses− Other costs (subscriber related costs, broadcasting and infrastructure) are forecast to be broadly flat, with increases primarily related to

increased delivery network costs for online platforms such as SKY on Demand, NEON and FAN PASS− One-off transaction costs in both FY2016E($10.6m) and FY2017E($9.4m)

• Capital expenditure:− After a period of high capital investment in FY2016Erelating to the new internet enabled decoders, capital expenditure is expected to return to

more normal levels in FY2017E($87m vs $126m in FY2016)

KEY FINANCIAL ASSUMPTIONS

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The The The The assumptions below are a summarised version of the key assumptions underlying the assumptions below are a summarised version of the key assumptions underlying the assumptions below are a summarised version of the key assumptions underlying the assumptions below are a summarised version of the key assumptions underlying the FY2017E Combined Group forecasts. FY2017E Combined Group forecasts. FY2017E Combined Group forecasts. FY2017E Combined Group forecasts. The The The The Notice of Meeting and Explanatory Memorandum will contain the final version of the forecast and pro forma financial Notice of Meeting and Explanatory Memorandum will contain the final version of the forecast and pro forma financial Notice of Meeting and Explanatory Memorandum will contain the final version of the forecast and pro forma financial Notice of Meeting and Explanatory Memorandum will contain the final version of the forecast and pro forma financial

information. SKY and Vodafone NZ reserve the right to change all financial information before issuing the Notice of Meeting ainformation. SKY and Vodafone NZ reserve the right to change all financial information before issuing the Notice of Meeting ainformation. SKY and Vodafone NZ reserve the right to change all financial information before issuing the Notice of Meeting ainformation. SKY and Vodafone NZ reserve the right to change all financial information before issuing the Notice of Meeting and nd nd nd Explanatory Explanatory Explanatory Explanatory Memorandum.Memorandum.Memorandum.Memorandum.

KEY FINANCIAL ASSUMPTIONS (CONT.)

Telecommunications (Vodafone NZ)• Mobile customer connections increasing 1.3% to 2,385k, driven by ongoing growth in Consumer Postpay and Enterprise with continued customer demand

for data sharing plans• Fixed line customer connections increasing 2.7% to 523k, with strong growth in Consumer driven by demand for high speed data and uptake of Fibre.• Revenue growth of 1.3% in FY 2017 to $2,024 million driven by Consumer of 2.1% and Enterprise of 2.9%

− Market improvements and consistent pass through of regulatory cost increases.− Monetisation of core services and responding to customer demand for high speed data through expansion in UFB and Vodafone NZ's own HFC

Network.− Growing share in Vodafone NZ's Enterprise business, harnessing the capabilities acquired through the TelstraClear and WorldxChange acquisitions

to drive growth in both Government and Unified Communications sectors• Costs

− Total costs held flat in FY 2017, with inertial growth through growing customers and usage offset entirely by execution and delivery of savings of internal cost reduction programme.

• Agreed charges of $88m for Vodafone Services Agreements in place, and reflect only those charges for services that Vodafone NZ will continue to procure from Vodafone Group after the formation of the Combined Group

• Capex: fforecast in FY 2017 reflects a change in spend following the completion of major network investment projects in FY 2015 and FY 2016 (e.g. 4G), with total capital expenditure of $206m (vs $238m in FY 2016)

Combined Assumptions:It is assumed there will be no material changes in the following:• the economic environment in which the Combined Group operates;• the political, legislative and regulatory environment in which the Combined Group operates;• the competitive environment;• the tax laws and tax rates;• industry conditions and ability to operate;• key suppliers and customers;• financial and operating policies;• the operating environment in which the Combined Group operates;• associates, joint ventures, subsidiaries with no business acquisitions or disposals;• changes in accounting standards and interpretations; and• key personnel required to manage and operate the Combined Group

Other Combined Group Assumptions• While significant integration opportunities and synergy benefits are expected, these are not assumed until after Year 1, and therefore the FY2017Eforecasts

only factor in upfront integration costs, being operating expenses of $1.8m and capital expenditure of $37.5m• Amortisation of the SkyTV brand and customer relationships over nine years• Interest costs on the new acquisition debt $1,250m

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KEY RISKS

Combined Group risks

• Adverse impact on Vodafone NZ from competitor actions, including entry of new mobile virtual network operators

• Adverse regulatory and tax changes

• Unanticipated capital investment requirements being higher or incurred earlier relative to expectations

• Reliance on Vodafone for business services including Vodafone Services Agreements and insurance

• Adverse impacts from unexpected network operation, security or privacy issues

• Increased leveraging and refinancing risk

Risks specific to the transaction

• Proposed transaction is subject to various conditions and there is no certainty that the proposed transaction will be implemented

• Potential inability to realise the expected benefits from the proposed transaction (i.e. integration issues)

• Uncertainty of trading price of SKY shares following the shareholder meeting and / or completion

• Potential adverse impact from change in control clauses on certain contracts (i.e. inability to seek waiver)

Neither the proposed transaction itself, nor the business of the Combined Group going forward, is without Neither the proposed transaction itself, nor the business of the Combined Group going forward, is without Neither the proposed transaction itself, nor the business of the Combined Group going forward, is without Neither the proposed transaction itself, nor the business of the Combined Group going forward, is without risk. risk. risk. risk. Key risks include the following. Key risks include the following. Key risks include the following. Key risks include the following. Full details of the risks will be set out in the Full details of the risks will be set out in the Full details of the risks will be set out in the Full details of the risks will be set out in the Notice of Meeting and Notice of Meeting and Notice of Meeting and Notice of Meeting and Explanatory MemorandumExplanatory MemorandumExplanatory MemorandumExplanatory Memorandum, which is expected to be released during the week commencing 13 June 2016., which is expected to be released during the week commencing 13 June 2016., which is expected to be released during the week commencing 13 June 2016., which is expected to be released during the week commencing 13 June 2016.

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GLOSSARY

24

ARPUARPUARPUARPU • Average revenue per user

BnBnBnBn or or or or bnbnbnbn • Billions

CentsCentsCentsCents • Cents (New Zealand currency unless stated otherwise)

Combined GroupCombined GroupCombined GroupCombined Group • SKY following the Acquisition, reflecting the inclusion of the Vodafone NZ business

Free Cash FlowFree Cash FlowFree Cash FlowFree Cash Flow • Cash generated from operations less capital expenditure less payments for interest and tax

FY2015FY2015FY2015FY2015AAAA • Financial year ending 30 June 2015

FY2016EFY2016EFY2016EFY2016E• Financial year ending 30 June 2016 (except where data relates to Combined Group balance sheet, in

which case FY2016E means pro-forma 1 July 2016)

FY2017FY2017FY2017FY2017EEEE • Financial year ending 30 June 2017

MMMM or mor mor mor m • Millions

Net Debt or Net Interest Bearing DebtNet Debt or Net Interest Bearing DebtNet Debt or Net Interest Bearing DebtNet Debt or Net Interest Bearing Debt• Bank borrowings, bonds and finance leases less cash and cash equivalents (a non-GAAP earnings

measure)

NPVNPVNPVNPV • Net present value

OTTOTTOTTOTT • “Over the top" which describes a service that provides content over the internet

PFIPFIPFIPFI • Prospective financial information

Underlying Free Cash Flow Underlying Free Cash Flow Underlying Free Cash Flow Underlying Free Cash Flow (or(or(or(or Underlying Underlying Underlying Underlying FCFFCFFCFFCF))))

• Cash generated from operations less capital expenditure less payments for interest and tax, adjusted to exclude certain one-off cash flow items (a non-GAAP cash flow measure)

Underlying Operation Free Cash FlowUnderlying Operation Free Cash FlowUnderlying Operation Free Cash FlowUnderlying Operation Free Cash Flow(or Underlying (or Underlying (or Underlying (or Underlying OpFCFOpFCFOpFCFOpFCF))))

• Cash generated from operations less capital expenditure, adjusted to exclude certain one-off cash flow items (a non-GAAP cash flow measure)

Underlying EBITDAUnderlying EBITDAUnderlying EBITDAUnderlying EBITDA• Earnings before interest, tax, depreciation, amortisation and impairment, adjusted to exclude certain

one-off expenses (a non-GAAP earnings measure)

UnderlyingUnderlyingUnderlyingUnderlying Capital ExpenditureCapital ExpenditureCapital ExpenditureCapital Expenditure• Capital expenditure excluding certain one-off capital expenditure items (a non-GAAP cash flow

measure)

VodafoneVodafoneVodafoneVodafone • Vodafone Europe B.V.

Vodafone GroupVodafone GroupVodafone GroupVodafone Group • Vodafone Group Plc and its subsidiaries

Vodafone Services AgreementVodafone Services AgreementVodafone Services AgreementVodafone Services Agreement• The Procurement Accession and Amendment Agreement, the Roaming Amendment Agreement, the

Branding Agreement (including the related Branding Sub-Licence) and the Co-operation Agreement

VWAPVWAPVWAPVWAP• Volume weighted average price, calculated as the total value of traded shares dividend by the total

volume of traded shares over a certain period

$$$$ • Dollars (New Zealand currency unless stated otherwise)

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